You are on page 1of 5

Eastbourne Capital Management Nominates Five Directors

for Amylin Pharmaceuticals Board

SAN RAFAEL, Calif.--(BUSINESS WIRE)--Eastbourne capital Management, L.L.C. (Eastbourne) today


announced in which upon January 30, it notified Amylin Pharmaceuticals, Inc. (Amylin) (NASDAQ:
AMLN) associated with its intention in order to nominate a minority slate involving five highly
qualified people with regard to election towards the 12 member Board of Directors at the Companys
2009 Annual Meeting associated with Shareholders. the nominees are Dr. Kathleen Behrens, Marina
Bozilenko, Charles Fleischman, William Nuerge and Jay Sherwood. Eastbourne at present owns
approximately 12.5% of Amylins outstanding shares.
Eastbourne in addition sent a letter for the Amylin Board praoclaiming that while it provides not lost
faith in the possible of Amylins pipeline as well as products, it's lost confidence within the capacity
associated with Amylins existing Board and management team for you to execute an operational
strategy that's in the best fascination of shareholders. The Actual letter also notes which Eastbourne
will be aware of Icahn capital LPs nomination of your slate of five directors, yet really does not
necessarily believe that will these separate efforts for you to bring alter for you to Amylin will end up
being in competition together with each as well as every other. Inside the particular letter,
Eastbourne strongly recommends Amylins Corporate Governance Committee contemplate all
involving the director nominees proposed simply by both Eastbourne along with Icahn Money and
also promptly recommend a new slate involving Directors pertaining to election in the Annual
Meeting involving Shareholders that will significantly affect the existing composition regarding
Amylins Board.
Rick Barry, Eastbourne Founder along with Portfolio Manager, commented, We have been a new
long-term shareholder within Amylin depending on our belief that the Organization features
unmatched potential, but we think that potential has been squandered and contains resulted inside a
significant loss involving shareholder value. This will be obvious that will we possess been certainly
not on your current own within our belief in which significant change at the Board degree is
required for you to make particular that the correct steps are usually taken up increase the actual
commercial price of Amylins assets.
Extra Barry, Amylin is actually in a critical juncture along with when the Board doesn't take action,
shareholders will be left for you to bear unacceptable risks. Must the Board don't seek positive alter
upon its own, we are committed to pursuing the election in our 5 very qualified director nominees
that will concentrate on maximizing value with regard to most Amylin
http://eastbournedir.com/places/hotels/ shareholders.

Eastbournes five director nominees are:


M. Kathleen Behrens
M. Kathleen Behrens, Ph.D. (age 56) set up a new profession within the financial services sector
through 1983-1996 with Robertson Stephens & Co., exactly where she became an over-all
companion and also managing director operating as any securities analyst along with venture
investor focusing on existence sciences investments. Dr. Behrens had been furthermore any
managing director of RS Investments from 1996 to become able to 2004 and furthermore since 2004
provides served as getting a expert for the firm, in charge of managing venture richesse funds. Dr.
Behrens is presently an advisor in order to PHYSIC Ventures, LLC, where she's got acted since 2008.
Via 1999 until its acquisition by simply Amgen inside 2006 Dr. Behrens was obviously a Director
involving Abgenix, Inc. exactly where the girl was also any Member of the Audit Committee through
2001 until 2006 and later on Chair, also like a Member with the Governance Committee. Dr. Behrens
in addition has held board seats together with Protein Style Labs, Inc., Cell Genesys, Inc., InSite
Vision, Inc. and also COR Therapeutics, Inc. Dr. Behrens served as getting a part of the Presidents
Council of Advisors on Science along with technology (PCAST) from 2001-2009, exactly where the
lady was Chair associated with PCASTs Subcommittee upon Personalized Medicine. she would
become a director in the National Opportunity Money Association coming from 1993 to become able
to 2000, in addition serving as President, Chair and Past Chair. Dr. Behrens was obviously a director
of the Board on Science, technology along with Economic Policy for your National Analysis Council
coming from 1997 to always be able to 2005 along with would always be a part of the actual
Institute associated with Medicine Committee on New Approaches to always be able to Early
Detection and Diagnosis regarding Breast Cancer. she has been the Member of the J. David
Gladstone Institutes Advisory Council since 2003. Dr. Behrens holds a new Ph.D. within
Microbiology from the College of California, Davis, where your woman performed genetic analysis
for six years.
Marina S. Bozilenko
Marina Bozilenko (age 43) features more than twenty years of investment banking along together
with other associated encounter within the healthcare industry. Since August 2008 she has been a
new Principal in Kidd & Company, LLC, the Greenwich, Connecticut-based private equity firm,
where your woman concentrates on healthcare private equity investments. Prior to always be able to
that, through April 2003 through January 2008, Ms. Bozilenko would always be a Senior Managing
Director in the healthcare investment banking group involving Bear, Stearns & Co. Inc. exactly
where your woman was responsible for your firms biotechnology efforts. Through March 2000 in
order to April 2003, Ms. Bozilenko was a Managing Director within the healthcare investment
banking team associated with Banc involving America Securities, Inc. Ms. Bozilenko additionally
held multiple positions, such as Managing Director and Partner, at Vector Securities International,
Inc., a new healthcare-focused investment bank, coming from March 1988 in order to July 1999, and
its successor Prudential Vector Healthcare Group, until March 2000. Ms. Bozilenko obtained her
B.A. throughout Molecular Biology as well as Biochemistry and your ex M.A. in Social Sciences in
the university of Chicago.
Charles M. Fleischman
Charles M. Fleischman (age 50) held multiple positions at Digene Corporation through 1990 to 2006,
such as President, Chief financial Officer, Chief Operating Officer, as well as Director. Digene,
acquired simply by Qiagen N.V. in 2007 regarding $1.6 billion, would be a biotechnology healthcare
device business in which developed, manufactured along with commercialized molecular diagnostic

exams with regard to human infectious diseases and also cancers. In Your Program Of his tenure at
Digene, Mr. Fleischman has been accountable for just about all aspects of creating, constructing and
also managing growth including developing commercialization strategies in the U.S. as well as
abroad, raising private capital pre-IPO, executing your companys IPO as well as subsequent
offerings, as well as managing manufacturing, operations, finance, regulatory affairs as well as high
quality systems. Prior to be able to Digene, from 1987 to 1990, Mr. Fleischman has been an
Associate Director with investment firm Furman Selz LLC (now part of ING Group) focused on public
and also private organization equity along with credit card debt financings, as well as mergers and
acquisitions advisory work. Prior thereto, he co-founded ICAP, now the actual worlds premier voice
along with electronic interdealer broker. Mr. Fleischman is actually currently the Director regarding
Dako A/S, a global leader within tissue-based cancer diagnostics. He is also a member of the
National Advisory Council, Johns Hopkins School University regarding Education, along together
with a Director with the Institute with regard to Well Being Technologies Studies (InHealth). Mr.
Fleischman graduated through Harvard School and obtained his MBA from The Actual Wharton
School, university involving Pennsylvania.
William A. Nuerge
William A. Nuerge (age 56) is a Managing Companion associated with Fortress Pharms Advisors,
LLC, the consulting company for the pharmaceutical industry. Prior in order to that, via March 2004
to always be able to April 2007, Mr. Nuerge served in the variety associated with roles with
Xanodyne Pharmaceuticals, an exclusive healthcare business centered on womens healthcare as well
as pain management. from March 2004 in order to November 2004, Mr. Nuerge served Xanodyne
Pharmaceuticals as becoming a expert as well as in November 2004, Mr. Nuerge accepted the
positioning regarding President and also Chief Executive Officer. He served as President, Chief
Executive and Director regarding Xanodyne Pharmaceuticals until mid April 2007. Just Before
Xanodyne, Mr. Nuerge served in Chief Executive Officer of Shire US through October 1998 for you
to January 2004. Prior to always be able to Shire US, Mr. Nuerge has been the particular Chief
Operating Officer of Richwood Pharmaceuticals Organization via September 1994 until Richwood's
merger along with Shire Pharmaceuticals within 1997. Your combined company subsequently
became Shire US and Mr. Nuerge had been promoted to end up being able to Chief Executive
Officer involving Shire US in 1998. from March 1978 in order to September 1994, Mr. Nuerge
served in several positions associated with increasing responsibilities culminating using the
positions associated with General Manager and also Vice President associated with Operations of
Alcon/Lafayette Pharmaceuticals/EZEM, a gastrointestinal diagnostic company. Mr. Nuerge is a
Board part of Supernus Pharmaceuticals, an exclusive central nervous system-focused
pharmaceutical organization and sits around the Board involving ROI2, a private pharmaceutical
advertising data management and analytics company. Mr. Nuerge obtained his Bachelor associated
with Science diploma through Purdue University Or College and earned his MBA throughout 1990
from Indiana Wesleyan University.
Jay Sherwood
Jay Sherwood (age 39) is a Managing Director associated with Eastbourne, any place he has held
since 2005. Via 1995 to 2005, Mr. Sherwood would always be a Managing Director with Robertson
Stephens Investment Management eastbourne herald and also subsequently RS Investments, where
he was obviously a securities analyst and also co-portfolio manager associated with two mutual
funds. Through 1993 via 1995, Mr. Sherwood would become a staff accountant along with senior
auditor for Deloitte along with Touche along with in the program of that time in addition obtained
his CPA. Mr. Sherwood obtained his B.A. within Economics and also Company through The
Particular university regarding California, Los Angeles.

The Particular complete text of the letter follows:


February 1, 2009
Board associated with Directors
Amylin Pharmaceuticals, Inc.
9360 Towne Centre Drive
San Diego, California 92121
In Order To the actual Members of the Board:
Eastbourne Money Management, L.L.C. continues to end up being able to be a new major
shareholder associated with Amylin Pharmaceuticals, Inc. for nearly four years along with currently
holds 17,200,000 shares, or approximately 12.5% with the total outstanding shares. Since Amylin
announced in which Byetta ended up being approved on April 29, 2005, the cost of Amylins shares
has declined 32% while the Amex Biotechnology Index has risen 25% throughout the identical
period. Furthermore, Amylin provides lost nearly 80% associated with its marketplace worth since it
hit its all-time high stock value in October 5, 2007. Despite this dramatic decline throughout talk
about cost as well as the Companys history of disappointing results, we now have continued to
purchase Amylin simply because we think the actual Companys items have got unmatched possible
to provide significant shareholder value if managed properly. Although we now have not necessarily
lost faith in the chance of Amylins items and also pipeline, we have lost confidence throughout
Amylins leadership to consider this rich item portfolio along with execute an operational strategy
that's within the very best fascination with the shareholders.
We get communicated to become able to you and management our belief that the Board associated
with Directors wants to become significantly strengthened to make certain that the appropriate
actions are taken to recognize your total commercial worth of Amylins assets. We're sorely
disappointed with all the Boards reaction to be able to our concerns.
We not too long ago discovered from public filings that Icahn Richesse LP nominated a slate
associated with 5 Directors with regard to election at the next annual meeting. We are not surprised
which yet another significant shareholder appears to speak about our dissatisfaction with the
present direction in the Organization and is actually also seeking alter in the Board level.
Your Bylaws of Amylin needed us to create our extremely own determination as to regardless
involving whether we would pursue a adjust to the Board via nominating a new slate regarding
Directors through January 30, 2009 as well as lose the possibility to do thus regarding an additional
year. Within response to be able to Icahn Capitals announcement, Amylin disclosed final week the
Corporate Governance Committee is actually within the technique of recommending a new slate of
Directors with regard to election at the next Annual Meeting. while we would have preferred to have
to wait for you to choose on a course of motion until we knew the composition with the slate being
proposed from the Amylin Board, the particular deadline in the Bylaws did not give in order to us an
chance to do so. As a result, final Friday we submitted notification of our own intent in order to
nominate the slate regarding five extremely qualified individuals.
Getting into consideration the independent actions by two of your largest shareholders, it should
become exceedingly distinct to the Board which alter can be required, in which it's inside the best

interest of all shareholders as well as that it can be readily achieved. We strongly think which every
one regarding the nominees proposed by Eastbourne and Icahn capital needs to be included inside
the Corporate Governance Committees variety process. Our intention just isn't to take on Icahn
Capitals slate regarding Directors, nevertheless to end up being able to present the actual Board by
getting an extra slate regarding 5 very qualified individuals. under Amylins agreements using its
bondholders, only the Board can easily alter the vast majority in the Directors without adverse
consequences to the Organization so we believe the Board must critically consider carrying out so.
We urge the Board to use this possibility to assemble a slate associated with Directors which
includes a substantial variety of Eastbourne and Icahn nominees so that they can take Amylin inside
a positive new direction. We think this actually is an crucial step which will benefit all shareholders.
In case the Board does not just take advantage of this opportunity, we have been determined to take
our case right to Amylin shareholders and pursue the election of our 5 extremely qualified Director
nominees.
Sincerely,
/s/
Richard J. Barry
Founder & Portfolio Manager
Eastbourne Money Management, L.L.C.
With Regards To Eastbourne Money Management, L.L.C.
Eastbourne Richesse Management is really a West Coast-based registered investment advisor that
employs a fantastic investment philosophy depending on intensive research, the long-term outlook
plus a belief in working alongside portfolio companies to enhance shareholder value.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY EASTBOURNE CAPITAL
MANAGEMENT, L.L.C., BLACK BEAR FUND I, L.P., BLACK BEAR FUND II, L.L.C., BLACK BEAR
OFFSHORE MASTER FUND, L.P., RICHARD J. BARRY, JAY SHERWOOD, M. KATHLEEN BEHRENS,
MARINA S. BOZILENKO, CHARLES M. FLEISCHMAN AND WILLIAM A. NUERGE FROM THE
SHAREHOLDERS OF AMYLIN PHARMACEUTICALS FOR USE AT THE 2009 ANNUAL MEETING
OF SHAREHOLDERS OF AMYLIN PHARMACEUTICALS WHEN THEY ARE AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS WILL, ALONG WITH
OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSIONS WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING
MACKENZIE PARTNERS, INC. BY TELEPHONE COLLECT AT (212) 929-5500, TOLL-FREE AT 1800-322-2885 OR BY E-MAIL AT PROXY@MACKENZIEPARTNERS.COM. INFORMATION RELATING
TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE 14A
FILED ON THE DATE HEREOF AND AVAILABLE FREE OF CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSIONS WEBSITE AT HTTP://WWW.SEC.GOV.

You might also like